Justia U.S. 8th Circuit Court of Appeals Opinion Summaries

Plaintiff filed Racketeer Influenced and Corrupt Organizations Act (“RICO”) claims against several parties after a family-help ranch was sold to a corporate entity against his knowledge.In 1961, Plaintiff’s father and grandfather formed the Healy Ranch Partnership (“HRP”). In 1986, Plaintiff’s grandmother transferred her partnership interest to Plaintiff in exchange for him assuming the partnership’s debt and making certain payments to her. In 1994, Plaintiff’s mother formed a South Dakota corporation, Healy Ranch, Inc. (“HRI”). She filed articles of incorporation authorizing HRI to issue 1,000,000 shares of common stock with a par value of one dollar per share. The articles of incorporation stated that the “corporation will not commence business until consideration of the value of at least Five Thousand Dollars has been received for the issuance of shares.” That same year, Plaintiff’s mother and her lawyer caused HRI to issue nearly 300,000 shares without consideration. In 1995, Plaintiff’s mother conveyed all of the partnership’s real-property interest in the ranch to HRI, including both her 50 percent share as well as Plaintiff’s 50 percent share. In 2000, Plaintiff’s mother sold one-third of her shares of HRI to Plaintiff and one-third to each of his two brothers. In Healy I, the court dismissed Plaintiff’s actions.Plaintiff then filed this RICO action; which the court dismissed because it ran afoul of res judicata and the four-year statute of limitations for RICO claims. View "Bret Healy v. Albert Fox" on Justia Law

Brothers and Sisters in Christ, LLC (BASIC) allege that Zazzle, Inc. sold a t-shirt that infringed on BASIC’s federal trademark. The district court granted Zazzle’s motion to dismiss for lack of personal jurisdiction. The Eighth Circuit affirmed. The court explained that BASIC bears the burden of establishing a prima facie showing of jurisdiction. Further, where the applicable federal statute, here the Lanham Act, does not authorize nationwide personal jurisdiction the existence of personal jurisdiction depends on the long-arm statute of the forum state and the federal Due Process Clause.   Here, the court looked to Zazzle’s contacts with Missouri related to BASIC’s claims. Aside from the single t-shirt sale, BASIC fails to allege a connection between Zazzle’s other contacts with Missouri and the underlying suit. BASIC does not allege that Zazzle’s other activities in Missouri involved trademark infringement or that Zazzle sold additional trademark-infringing goods into the state. Further, BASIC has not alleged that Zazzle took such purposeful, targeted action toward Missouri or Missouri consumers. Although Missouri has an interest in this litigation because the allegedly injured plaintiff is a Missouri company, the convenience of the parties is neutral, as Zazzle would be inconvenienced by litigation in Missouri and BASIC would likely be inconvenienced in an alternate forum. In sum, BASIC has failed to allege that Zazzle could reasonably anticipate being haled into court in Missouri. View "Brothers and Sisters in Christ v. Zazzle, Inc." on Justia Law

Plaintiffs, a group of restaurants, filed claims through their respective insurance policies seeking coverage for losses and expenses related to the COVID-19 pandemic. Insurers denied Plaintiffs' claims and, upon Plaintiff's filing suit, the district court granted the insurance companies' motion for summary judgment.On appeal to the Eighth Circuit, the court held that under either Kansas or Missouri law, Plaintiffs' claims fail. Under both states' laws, there is a "physical loss or damage" which requires some form of "physical alteration" to the insured's property. Here, Plaintiffs did not prove that the presence of COVID-19 resulted in any physical alteration to their property. The court also rejected Plaintiffs' argument that their claims were covered under the "Limited Extension for Food-Borne Illness," finding that this claim also required a showing that there was a "direct physical loss of or damage to property," which Plaintiffs did not allege. View "Planet Sub Holdings, Inc. v. State Auto Property & Casualty" on Justia Law

The parties entered into a contract related to the construction of a bridge. Plaintiff filed a claim against Defendant including those of breach of contract, promissory estoppel, unjust enrichment, quantum meruit, and negligent misrepresentation. Based on an arbitration agreement, the parties presented their cases to an arbitrator, which found in Defendant's favor. The arbitrator awarded attorney's fees to Defendant.The district court reversed the arbitrator's award of attorney's fees, finding that the arbitrator exceeded his authority in awarding the fees.The Eighth Circuit reversed the district court's order reducing Defendant's arbitration award to exclude attorney's fees. The arbitration agreement at issue was not entirely clear on the attorney's fees issues, but Plaintiff cannot show that “the arbitrator based his decision on some body of thought, or feeling, or policy, or law that is outside the contract." View "Ind. Steel Construction, Inc. v. Lunda Construction Company" on Justia Law

Following the merger of Centene Corporation ("Centene") and Health Net, Inc. ("Health Net)," certain shareholders of Centene (collectively, Plaintiffs) brought five claims on behalf of the corporation against certain of its former and then-current directors and officers and nominal defendant Centene (collectively, Defendants). Plaintiffs did not make a pre-suit demand on Centene's Board of Directors (the Board). The district court dismissed their complaint with prejudice, finding that the plaintiffs failed to plead particularized facts demonstrating that a demand would have been futile.The Eighth Circuit found that the plaintiffs failed to plead facts showing the relevant documents contained a material misrepresentation. Further, the court did not consider the second or third claims because the plaintiffs made no argument contesting the district court's finding that a majority of the Board faces a substantial likelihood of liability. Next, the circuit court held that the plaintiffs' futility argument was patently insufficient. Finally, the circuit court found that at least half of the Board does not face a substantial likelihood of liability under the plaintiffs' insider trading claim. As such, the circuit court found the same as to plaintiffs' unjust enrichment claim pertaining to alleged insider trading. The circuit court affirmed the district court's decisions. View "Carpenters' Pension Fund of IL v. Michael Neidorff" on Justia Law

Based upon its belief that Walmart has failed to comply with the terms of an injunction, Cuker sought to initiate contempt proceedings against Walmart, requesting supplemental damages for Walmart's post-verdict use of its trade secrets.The Eighth Circuit affirmed and concluded that the district court did not err in denying the request to commence contempt proceedings because Cukor had failed to make a prima facie case showing a violation of, or refusal to follow, a court order. In this case, Cuker's claim that the district court did not consider its arguments or evidence is belied by the record. Upon review of the record and Cuker's arguments, the court stated that Cuker's challenges to the district court's order go to the weight the court gave its evidence, not a failure to consider the evidence. View "Wal-Mart Stores, Inc. v. Cuker Interactive, LLC" on Justia Law

Boor and Edson owned Brava, which had intellectual property and technical knowledge related to composite roofing. Wildhawk inquired about purchasing Brava. Boor proposed “an exclusive license for manufacturing current roofing products” with “a right of first refusal on all new product [d]evelopments.” The parties executed asset purchase and license agreements. Wildhawk paid $4 million and obtained an automatic license to “any Improvements” to the technology, whether patentable or not. Before executing the agreement, the parties removed a “New Product” section as required by Wildhawk’s lender but entered into an oral agreement for a right of first refusal. Wildhawk retained Boor and Edson as paid consultants, with non-compete agreements.Boor notified Wildhawk: “As per our handshake agreement” we offer you first right of refusal “on the below products.” The parties entered into a confidentiality and nondisclosure agreement regarding “possible R&D ‘new or enhanced product’ agreements.” They negotiated but failed to reach an agreement. Boor and Edson formed Paragon while Boor was still employed by Wildhawk. Paragon began producing the new products.Wildhawk sued. The district court granted Wildhawk a preliminary injunction, prohibiting Paragon from manufacturing or selling composite roofing. The Eighth Circuit vacated. Wildhawk had a fair chance of proving the defendants violated the agreement but the district court erred in rejecting an equitable estoppel defense. Wildhawk waited until Paragon had been producing the products for 10 months before making its claim, failing to show either reasonable diligence or harm that cannot be compensated by damages. View "Wildhawk Investments, LLC v. Brava I.P., LLC" on Justia Law

After Midwest failed to meet its sales quota for two or more consecutive quarters, Exactech terminated its Agency Agreement with Midwest. The Agreement contained a non-compete provision entitling Midwest to Restricted Period Compensation (RPC) after termination. Midwest filed suit seeking, among other things, a declaratory judgment as to the amount of RPC.The Eighth Circuit reversed the district court's judgment, concluding that the district court did not apply the plain and ordinary meaning of Paragraph 5.D.ii as required by Minnesota law. Furthermore, nothing in the remainder of the Agreement contradicts the plain meaning of Paragraph 5.D.ii. There is no claim of unilateral or mutual mistake and the court remanded for further proceedings. View "Midwest Medical Solutions, LLC v. Exactech U.S., Inc." on Justia Law

SMI, a supermarket retailer, and XPO, a logistics company, both appeal the district court's orders and judgment in a breach of contract and tort dispute arising out of the parties' business relationship.The Eighth Circuit concluded that the parties' agreement bars SMI from recovering non-direct damages from XPO; the Limitation of Liability Provision contractually limits both parties' liability to each other, but does not exonerate them, and is therefore not contrary to Missouri public policy; the Limitation of Liability Provision does not violate Missouri public policy simply because it prevents SMI from recovering its mitigation damages; there was no error in the district court's determination at summary judgment that three categories of SMI's claimed damages were consequential damages; there was no error in granting judgment as a matter of law on SMI's negligence counterclaim where SMI has not provided sufficient evidence to show that XPO breached a duty of care other than its contractual duty under the agreement; there was no error in the district court's determination that two emails SMI sought to exclude were protected by the attorney-client privilege; and there was no error in awarding statutory prejudgment interest to XPO.In regard to XPO's arguments on appeal, the court concluded that there was no error in the district court's denial of judgment as a matter of law on SMI's breach of contract counterclaim, and there was no error in the district court's determination that XPO was not entitled to attorney's fees under the agreement. View "Jacobson Warehouse Co., Inc. v. Schnuck Markets, Inc." on Justia Law

This appeal arose out of a construction dispute between Timber Ridge and Quality Structures. After a bench trial, the district court awarded Timber Ridge $22,500 in damages and Quality Structures an amount in excess of $5 million in damages.The Eighth Circuit affirmed, concluding that the district court did not clearly err in determining that Quality Structures substantially complied with the contractual predicates for payment for the extra excavation work. Furthermore, the district court did not clearly err in finding Quality Structures proved damages related to Timber Ridge's failure to pay for the additional excavation work. The court affirmed the district court's award of other damages to Quality Structures with one exception regarding site lighting. Finally, the court concluded that the district court did not err in awarding defendant attorneys' fees under the Missouri Prompt Payment Act. View "Timber Ridge Escapes, LLC v. Quality Structures of Arkansas, LLC" on Justia Law